About this site
Information subject to law paragraph 6 TDG (remote services statute) and paragraph 10 MdStV (Media Services Inter-State Agreement):
GSI OFFICE MANAGEMENT GMBH
Landsberger Straße 314
Tel.: +49(0) 89 / 89 544 500
Fax: +49(0) 89 / 89 544 599
Manager: Dr. Petra Hirschberger, Walter Riedl
Edited by: Beate Schmutz
Ust-ID-Nr.: DE 129 363 621
Disclaimer of Liability
We have compiled and checked all information provided here to the best of our knowledge and belief. However, we cannot guarantee the topicality, correctness and completeness of the information provided.
Despite careful checking we have no influence whatsoever on the contents of linked external websites. Therefore, we explicitly distance ourselves from their contents insofar as legally admissible.
However, we state expressly that the corresponding linked pages were free of any illegal contents at the time the link was set.
GSI Office Management GmbH - 2016 - All rights reserved.
Unless specified otherwise, all pages are subject to copyright. This applies in particular to texts, pictures, graphics, sound, video or animation files including their arrangement on the websites. Such pages (or parts of these) may not be copied or used in other electronic or printed publications and the publication thereof (also on the internet) is subject to an explicit prior approval. Furthermore, all or part of the pictures, graphics, text files or other files may be subject to third-party copyrights.
All brands and trademarks within the internet offer mentioned and, as the case may be, protected by third parties are without restrictions subject to the provisions of the labelling law applicable in each case and to the right to possession of the respective registered proprietors.
Solely due to a mere naming in our internet offer the conclusion shall not be drawn that trademarks are not protected by third parties rights.
General Standard Terms and Conditions of GSI OFFICE MANAGEMENT GMBH
Deliveries, services and software licenses
A. Contractual principles
1. Field of application
These standard terms and conditions shall be applicable to any contractual relationships and pre-contractual negotiations with our customers, irrespective of the nature and scope of the service within the framework of current and future business relations.
Our standard terms and conditions shall be exclusively applicable:
Any contrary standard terms and conditions of the other party to the contract or third parties shall only be valid if GSI agrees that they are valid expressly and in writing. If you do not agree with this, please point this out to GSI in writing immediately. In this case, we shall reserve the right to withdraw our offer without any claims of any nature being raised against us. We hereby expressly oppose any reference to your standard terms and conditions which appears on your correspondence on a form.
3. Conclusion of the contract and written form
As a matter of principle, we shall only enter into a contractual obligation if the nature and scope of the service and consideration has been set down in writing by both sides. Any subsequent oral amendments and additions shall only become valid when they have been confirmed in writing thereafter. The same shall apply to any declarations of intent, in particular any complaints, warnings and notifications of defects within the framework of contractual relationships. Both contracting parties shall reserve the right to impose contractual penalties in writing. These clauses may only be cancelled by way of express agreement in writing.
B. Handing over software
4. License and scope of use
In its capacity as the holder of the rights, GSI shall assign to the customer the non-exclusive right, which shall not be further assignable, to use the software specified on the order and/or on the invoice and the documentation material for an indefinite period. The following is hereby defined as being usage in accordance with the contract: inputting instructions or data from a program by inputting it at the terminal, by way of transmission from storage units or from data carriers into the agreed hardware for the purpose of processing, as well as the producing of a copy in machine-readable form to safeguard data. The field of usage, performance as well as all of the other specific program attributes shall be determined solely from the product specification attached to our offer. The in-formation in prospectuses and/or advertising material shall not be binding, in particular since the products are subject to constant adaptation and the information may also relate to future developments. The customer shall acquire the right to use the software on as many workstations connected up to a local network as it has paid the license fees for. The basis for calculating this shall be the number of licenses quoted on the invoice which comes with it as well as, where applicable, any special agreements reached (quantity scales, unrestricted licenses, etc.). Home workstations which belong to the network, portable computers which are occasionally connected up to the network and remote workstations shall also be deemed as workstations on the network. If these merely act as a replacement for workstations which are connected up to the local network, no additional workstation license shall be required for this. If the agreed number is exceeded, error-free operation will not be guaranteed. The use of the software on portable computers shall also be deemed as simultaneous operation.
5. Ownership and copyrights
GSI shall release the customer from any claims raised against it in connection with the use of the software due to the infringement of copyright, patents or any other intellectual rights of ownership, provided
- that the customer shall notify GSI without delay of any charges of infringement which are made.
- the customer shall not acknowledge any such claims without GSIs consent.
- the customer shall permit GSI to hold any negotiations and to institute any proceedings and GSI shall provide the necessary assistance, whereby the costs of any negotiations and proceedings shall be borne by GSI.
The above obligation shall not be applicable if the infringement of copyright and patent rights or any other adverse effects up-on rights are attributable to the fact that the software or parts thereof are being using with devices or programs which have not been supplied by GSI, or their combined use has not been approved of. The above provisions shall govern GSIs overall liability in connection with the infringement of copyright, patent rights or any other intellectual rights of ownership. In the event of any claims which have already been raised or which are expected due to an infringement of copyright, patent rights or any other intellectual rights of ownership, GSI may change or replace the devices or programs at its own expense in order to prevent any infringement. The performance of the software system supplied by GSI may not be reduced by this. If the use of the software or parts thereof is prohibited by a court decision or if, at GSIs discretion, legal action is being threatened due to an infringement of industrial property rights, GSI may, by excluding any other of the customers rights if it chooses to do so and at its own expense:
- amend the programs in such a way that they no longer infringe any industrial property rights;
- take away from the customer the right to continue using the systems;
- replace the programs concerned with programs which do not infringe any industrial property rights and which either are in accordance with the customers requirements or are of the same standard as the replaced programs;
- take back the programs or parts thereof and reimburse to the customer the (where applicable, proportion) purchase price minus a reasonable sum for usage and the loss of value, reduced by the loss which the customer has incurred due to this.
6. Property and rights of use
The software which has been handed over to the customer, including all of the documentation, shall exclusively remain the property of GSI. GSI shall continue to be the holder of all of the copyrights and rights of use and enjoyment to the programs which have been handed over to the customer, including the documentation material which comes with it in each case, even if the customer changes it or combines it with its own programs and/or those of a third party. In the event of any such modifications or combinations, as well as when making copies, the customer shall add an appropriate copyright notice. Any amendments and additions made to the program code, which are made as desired by and on account of the customer, shall become the property of GSI and may be provided to another customer. The rights of use and enjoyment for the improvements to the program shall be assigned to GSI. GSI shall hereby accept the assignment. A change in the program code by the customer shall only be permissible after prior consent has been obtained from GSI. Consent may only be refused on important grounds. The customer shall provide GSI with information on such amendments and a copy of the amendment on a data carrier or in printed form, together with all of the necessary information. The utilization of the amended version of the program shall require the customers consent. If any programs are used which have been amended by the customer or by third parties or any other programs which have not been obtained by GSI and the functioning of the system is adversely affected by this, GSI shall not be liable for any loss which arises.
The customer shall be obliged to pay a one-off license fee for using the software for an indefinite period. The amount of the license fee shall be guided by the current price list or by separately concluded agreements according to the order or invoice. The license fee shall become due for payment upon delivery of the software. Software maintenance fee shall be become due after delivery of the software and shall be invoiced in advance on a 6 month basis. Any other services charged for as a result of this contract shall fall due for payment monthly or latest upon delivery. If not otherwise agreed, the customer shall effect the payments without delay to one of GSIs bank accounts.
If the customer falls more than 14 days behind with the payments which are due, GSI shall be entitled to charge interest on arrears at 8% pa.
8. Customers duties
The programs which have been handed over as well as the documentation material may neither be wholly nor partially made accessible to any third parties where there is an indication that it may possibly be misused. The customer may not change any of GSIs labels, copyright notices and details of ownership on the programs in any form. The customer shall see to it that program-, documentation-, operational records and program-specific know-how are kept secret from outsiders. This shall only include those documents which have been made accessible to the customer in fulfilment of this contract, however, not advertising brochures and their content. It shall oblige its employees to maintain appropriate secrecy. This duty to maintain secrecy shall also be applicable beyond the term of the contract, whereby it shall be irrespective of whether the contract has been prematurely terminated for any reason. Moreover, the duty to maintain secrecy shall also cover a publishing ban on extracts from materials or quotations. The breaching of the duty to maintain secrecy shall only be permissible with GSIs prior consent in writing. The customer shall be obliged to reimburse GSI for any loss which has arisen due to the infringement of the above provisions in the event of gross negligence for a maximum of the sum of the license price, in addition to where a wilful act has been committed.
Upon announcement of GSI the customer is obliged to take care of adequate data backup, prior to any modifications executed by an employee of GSI on the configurations of the production system.
GSI may terminate the contract with immediate effect if the customer falls into arrears with the agreed payment of the license fee for longer than two months and/or the customer following a written warning continues to act in breach of one of the provisions of these General Standard Terms and Conditions or any other individual provisions of the contract. The customer shall only be entitled to terminate this contract due to a statutory delay in performance on the part of GSI or due to defects which cannot be remedied if GSI has not fulfilled its obligations and if it has warned GSI beforehand in writing and a reasonable period of time has elapsed in which the breach of contract, which was the subject of the complaint, has not been remedied. Within a period of five days after the license ends, the customer shall destroy any programs, copies and materials which come with it, including any amended or combined programs, provided that these do not have to be kept on the basis of statutory provisions. The customer shall confirm to GSI in writing within 30 days, without being requested to do so, whether they have been destroyed or kept on the basis of statutory provisions. In addition, it shall grant GSI the right to check that this provision is being complied with.
C. Software expansion and adaptation
GSI shall expand and adapt the software supplied as specified in the order. The customer shall provide GSI with any information which is necessary for making the software in a clear, written form and shall also explain this orally if GSI so desires. If the customer establishes that any analyses of requirements, specifications or performance specifications are not in accordance with the requirements which the customer actually wants, it shall point this out to GSI without delay in writing and shall put forward alternative suggestions. The parties shall then conjointly decide whether to add to or amend the requirements. The customer shall perform all of its duties to cooperate mentioned herein free of charge. If GSI establishes that any details or information provided by the customer is incorrect, incomplete or is not suitable for carrying out the order, GSI shall point this out to the customer in writing without delay. The customer shall immediately decide upon any amendment which arises from this having been indicated where it concerns the software being made. Following the conclusion of the contract, without delay, each party shall give the other party the name of a competent person who shall be authorized to make decisions in connection with the software being made.
11. Requesting changes
As long as the software has not yet been supplied by GSI, the customer may at any time request in writing that the requirements be changed, so long as the change requested is reasonably proportionate to the total order and is based upon practical considerations. GSI shall accept this request for changes unless this is unreasonable for GSI based on the companies specific situation.
If such a change requested by the customer results in the contractual balance being more than insignificantly adversely affected with regard to the service and consideration, then without delay, the contracting parties shall arrange for the contractual provisions concerning the fundamental content of the contract to be adjusted in writing (in particular, payment, delivery time etc.). Where the parties do not reach an agreement within four weeks of receipt by GSI of the requested change, the order shall be carried out without taking into consideration the requested change.
D. Delivery, acceptance, warranty and liability
12. Delivery, dates and installation
The delivery dates and delivery times shall basically be non-bindingly used by way of a guide time-wise unless they are expressly agreed upon in writing as being fixed dates.
Basically, a standard version of the software supplied shall be installed. The standard software shall only be expanded or adapted where this has been accordingly specified in writing in the order. It shall be installed in agreement with the customer. Following the conclusion of the contract, the customer shall appoint a person to contact for this purpose in writing without delay. Following the conclusion of the contract, the customer shall hand over to GSI without delay any documents in which GSI can see the actual configuration of the hardware/operating system platform which the customer has. If GSI establishes that the configuration should be changed, then this change shall be made prior to the software being installed at the customers expense and risk. The customer shall be obliged to take any action to collaborate which shall be required within the framework of implementing the software. In particular, this shall include making it possible to access the hardware, as well as providing test data free of charge and computing time in accordance with GSIs requirements and providing a competent employee free of charge to carry out the test required for checking any adaptations. Following the conclusion of the contract, GSI shall provide the customer with a copy of the latest version of the licensed product which is generally being offered by GSI on an appropriate data carrier to the address indicated as being the address for delivery. GSI shall reserve the right to adjust the specifications for the licensed product, eg. to technical developments, changes in the law or future market requirements. A copy of the operating manual shall also be supplied. It shall be used to learn how to operate the program as well as to answer any questions in connection with this. The operating manual shall remain the property of GSI and may only be used by the customer for the agreed use. Where the software or the manual is lost, GSI shall supply a replacement copy in return for the payment of the cost price. GSI shall only guarantee the perfect running of the software on the hardware systems which it has approved. Approval shall be deemed to have been given where the program is installed by GSI on the customers hardware system.
After it has been installed and tested, GSI shall notify the customer in writing that the parts of the software which have been expanded and/or adapted as opposed to the standard version are fully able to function and shall ask the customer to accept them. Consequently, the customer may test the software. In the event that it is able to be accepted, without delay, at the latest, however, within 30 days after being notified in writing by GSI, the customer shall declare its acceptance in writing to GSI. If it is not accepted by the customer, then for this purpose, GSI may set it a deadline in writing of 10 days for giving this declaration. The receipt of the letter by the customer shall be decisive with regard to the start of this period. It shall be deemed to have been accepted if the customer does not adequately specify the reasons for refusing acceptance within this period in writing.
GSI shall guarantee for a period of 12 months from the time when the software is handed over that the software is mainly in accordance with the description given in the manual or the documentation with regard to the way it functions. Liability for the promised attributes shall only exist if this involves an express assurance that has been made in written form. GSI shall point out that it is not possible according to the state of the art to make computer software that is completely free of any errors. If an error occurs in the software, the customer shall be obliged to notify this to GSI in writing within 2 weeks. GSI shall then be free to rectify the error within a reasonable period of time by supplying a maximum of three replacements or repairs. If GSI does not manage to do so, the customer may choose to shorten or cancel the contract. If the program documentation gives a clear indication as to an analysis of the problem and clear instructions for rectifying the error and this accordingly involves an error which is based on incorrect operation, then GSI may demand reimbursement for its expenditure due to this claim. The guarantee shall cover the rectifying of errors in the program code, not the elimination of errors where these are due to external influences for which GSI is not responsible, operator errors that arise and any modifications that have not been made by GSI.
A slight reduction or limitation of the usage- or performance of the program shall not constitute an error. GSI shall be entitled, where it is actually impossible to rectify an error or is unreasonable for financial reasons, to install an alternative solution if this results in a suitable solution to the problem.
GSI shall not give a guarantee that the software shall be in accordance with the customers specific requirements or with the customers programs or shall be compatible with the hardware that the customer has.
Within the framework of training courses, GSI shall impart to the customer the knowledge and information which is required for using the software supplied on a user level. Where nothing is agreed upon otherwise in writing, the training shall take place on the customers training premises.
If the training takes place on the customers premises, then the customer shall be obliged to offer the necessary adequate technical equipment there free of charge. Training participants must possess a basic knowledge of the field of PCs.
If any costs for overnight stays or any other expenses be incurred by GSI within the framework of the training, then these expenses shall be reimbursed by the customer upon these being proven. Travelling expenses shall be reimbursed by the customer upon these being proven..
16. Limitations of liability and of actions
GSI shall be unreservedly liable for any losses due to legal defects and for the lack of the promised attributes. Liability for initial inability, delay and impossibility shall be limited to five times the order sum as well as to any such losses, which it may be considered as typically arising within the framework of the software being handed over. Incidentally, GSI shall only be liable for intent and gross negligence for its legal representatives and vicarious agents too, provided that a duty is not neglected which it is particularly important to keep to in order to achieve the purpose of the contract (cardinal duty). Where a cardinal duty is neglected however, GSI shall also be liable for slight negligence. However, the limitation of liability for initial inability should be applied accordingly. Liability for the loss of data shall be limited to the typical cost of recreating it that would have occurred when regular back-up copies were made according to the degree of risk. Liability in accordance with the Product Liability Act shall remain unaffected. Any liability by GSI within the framework of §§ 538, para. 1 of the Civil Code, irrespective of fault, shall be expressly excluded. The statutory limitation period for any necessary substantial breaches of contract shall be limited to two years.
E. Rights when usage ends
17. Return of items
Following the termination of the contract, any items which we have handed over to our customers for their use, in particular, any hired or leased hardware shall be sent back to us, whereby the costs of transportation and insurance shall be borne by our customers.
In the case of software, whereby the rights of use and enjoyment are only conveyed to a limited extent, following the end of the contract, provided that this is installed on data carriers which belong to us, this should be handed over together with the data carrier and incidentally, it should be deleted on the customer’s own data carriers and the deletion report shall be handed over to us.
Any documents which are included in the documentation - including any source programs and development documentation, shall be returned - the originals plus any copies.
20. Confirmation of items having been completely returned
Upon request, we shall be entitled to formal confirmation that all of the obligations to return items have been completely fulfilled in accordance with the contract.
F. Incidental provisions
21. Choice of law, place of performance and court of jurisdiction
All of our business relationships with our customers shall exclusively be subject to the law of the Federal Republic of Germany. If this law refers to foreign legal systems, any such references shall be invalid. The application of the UN sales law (UNCITRAL) shall be expressly excluded. The place of performance for deliveries and services shall be the place that is contractually agreed as being the address of performance and in case of any doubt, Munich. The place of performance for any payments shall be the location of the place of payment indicated on the invoice. The court of jurisdiction for both parties shall be Munich, however, we at GSI shall be entitled, if we so choose, to file our own claims to our partner’s court of jurisdiction. If GSI’s other party to the contract is not a fully-fledged businessman, the legal regulation shall be applicable.
Should any of the individual clauses of these contractual terms or in addition, any individual agreements that may have been concluded, be wholly or partially invalid, this shall not affect the validity of the rest of the clauses. The invalid clause shall be replaced by another one that comes closest to the financial purpose of the invalid provision and shall itself be valid.